Source - LSE Regulatory
RNS Number : 9117N
Curzon Energy PLC
28 September 2023
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

 

Curzon Energy Plc
("Curzon" or the "Company")

Unaudited Half-Year Results for the Six Months Ended 30 June 2023

 

28 September 2023

 

Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil and gas development company, announces its unaudited interim results for the six months to 30 June 2023. 

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the interim report for the Company covering its results for the six months ended 30 June 2023.

 

Financial review

The Company incurred a loss of US$489,101 in the period.  A majority of this loss comprised expenditures associated with maintaining the listing in London and on the analysis and due diligence of potential transactions. 

 

Net cash of US$6,927 as at 30 June 2023 (US$20,421 as at 31 December 2022).  Basic loss per share of US$ 0.004 (period ended 30 June 2022: US$ 0.004).

 

Given the nature of the business and its development strategy, it is unlikely that the Board will recommend a dividend in the foreseeable future.

 

Outlook

The Company's efforts during the course of the year focused on identifying, evaluating and executing an agreement to reverse an exciting opportunity into Curzon.  While many potential projects and partners were considered, the Board found the majority lacking in either their ability to execute or in accessing the funding required to progress their respective visions. 

 

While progress has been slow, the Board believes that finding the right partnership will be the key to its future and to realizing returns for all stakeholders.  We look to be able to announce a transaction in the near term.     

 

On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.

 

We look forward to updating shareholders on our progress in due course.

 

 

John McGoldrick

Chairman and Non-Executive Director

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

During the course of the year the Company explored lease renewal options at its historic Coos Bay coal bed methane project in Oregon, USA.  Unfortunately, existing landowners responded with much increased fee expectations, figures that the Company felt would likely not be viable given the state of the project and the cancellation of the development of the nearby Jordan Cove LNG terminal.  As such, the leases that the project consists of remain unrenewed, and the Company expects the project to be formally shuttered during the remainder of 2023.     

 

Meanwhile, the Company continues to engage with a large number of interested parties regarding how best to take Curzon forward, most likely by injecting an asset or series of assets along with any required funding. 

 

We hope to have additional announcements on these developments shortly. 

 

Scott Kaintz

Chief Executive Officer

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS

 

The Directors confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.

 

By order of the Board

 

 

John McGoldrick

Chairman and Non-Executive Director



 

Consolidated statement of comprehensive income

for the six months ended 30 June 2023

 


Notes

Six months ended
30 June 2023
Unaudited
US$

Six months ended
30 June 2022
Unaudited
US$

Year ended
31 December 2022
Audited
US$



 

 

 

Administrative expenses

5

(272,656)

(307,999)

(509,358)



 



Loss from operations


(272,656)

(307,999)

(509,358)

Finance expense


(95,571)

(98,067)

(191,970)

Provision for reclamation obligation


-

-

-

Foreign exchange differences


508

(2,358)

235



 



Loss before taxation


(367,719)

(408,424)

(701,093)

Income tax expense


-

-

-

 


 



Loss for the period attributable to equity holders of the parent company


(367,719)

(408,424)

(701,093)

 


 



Other comprehensive income/(expense)


 



Gain/(loss) on translation of parent net assets and results from functional currency into presentation currency


(121,382)

228,293

233,300

 


 



Total comprehensive loss for the period


(489,101)

(180,131)

(467,793)


 

 



(Loss) per share

 

 

 

 

Basic and diluted, US$

         3

(0.004) (

(0.004) (

(0.007) (







 

 


 

Consolidated statements of financial position

 

Notes

At 30 June 2023
Unaudited
US$

At 30 June 2022
Unaudited
US$

At 31 December 2022
Audited
US$

 

Assets


 

 


Non-current assets


 

 


Intangible assets


-

-

-

Property, plant and equipment


-

-

-

Restricted cash


-

-

-

Total non-current assets


-

-

-



 



Current assets


 



Prepayments and other receivables


30,094

35,928

29,828

Cash and cash equivalents


6,927

73,868

20,421

Total current assets


37,021

109,796

50,249

Total assets


37,021

109,796

50,249

 


 



Liabilities


 



Current liabilities


 



Trade and other payables


1,177,818

766,976

912,521

Borrowings

7

2,344,407

2,051,261

2,133,832

Total current liabilities


3,522,225

2,818,237

3,046,353

 


 



Total liabilities


3,522,225

2,818,237

3,046,353

 


 



Capital and reserves attributable to shareholders


 



Share capital

4

1,105,547

1,105,547

1,105,547

Share premium


3,619,332

3,619,332

3,619,332

Share-based payments reserve


474,792

474,792

474,792

Warrants reserve


375,198

375,198

375,198

Merger reserve


31,212,041

31,212,041

31,212,041

Foreign currency translation reserve


(34,636)

81,739

86,746

Accumulated losses


(40,237,478)

(38,577,090)

(39,869,759)

Total capital and reserves


(3,485,204)

(2,708,441)

(2,996,104)

Total equity and liabilities


37,021

109,796

50,249

 


Consolidated statements of changes in equity

 

 

Share capital

Share premium

Consolidation reserve

Share-based payment reserve

Warrant reserve

Foreign currency translation reserve

Accumulated losses

Total


US$

US$

US$

US$

US$

US$

US$

US$

At 1 January 2022 (audited)

1,105,547

3,619,332

31,212,041

474,792

375,198

(146,554)

(39,168,666)

(2,528,310)

Loss for the period

-

-

-

-

-

-

(408,424)

(408,424)

Other comprehensive income for the year

-

-

-

-

-

228,293

-

228,293

Total comprehensive loss for the year






228,293

(408,424)

(180,131)

At 30 June 2022 (unaudited)

1,105,547

3,619,332

31,212,041

474,792

375,198

81,739

(39,577,090)

(2,708,441)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2022 (audited)

1,105,547

3,619,332

31,212,041

474,792

375,198

(146,554)

(39,168,666)

(2,528,310)

Loss for the year 2021

-

-

-

-

-

-

(701,093)

(701,093)

Other comprehensive income for the year

-

-

-

-

-

233,300

-

233,300

Total comprehensive loss for the year

-

-

-

-

-

233,300

 

(701,093)

(467,793)










At 1 January 2023 (audited)

1,105,547

3,619,332

31,212,041

474,792

375,198

86,746

(39,869,759)

(2,996,104)

Loss for the period

-

-

-

-

-

-

(367,719)

(367,719)

Other comprehensive income for the period

-

-

-

-

-

(121,382)

-

(121,382)

Total comprehensive loss for the period






(121,382)

(367,719)

(489,101)

At 30 June 2023 (unaudited)

1,105,547

3,619,332

31,212,041

474,792

375,198

(34,636)

(40,237,478)

(3,485,204)

 

Consolidated statement of cash flows

 

Notes

Six months ended
30 June 2023
Unaudited
US$

Six months ended
30 June 2022
Unaudited
US$

Year ended
31 December 2022
Audited
US$

Cash flow from operating activities





Loss before taxation


(367,719)

(408,424)

(701,093)

Adjustments for:


 



Finance expense


95,571

98,067

191,970

Share-based payments charge


-

-

-

Foreign exchange movements


4,628

2,358

(36,606)

Operating cashflows before working capital changes              

 

(267,520)

(307,999)

(545,729)

Changes in working capital:

 

 



(Increase)/decrease in receivable

 

1,094

5,453

10,587

(Decrease)/ increase in payables

 

216,315

64,135

235,141

Net cash used in operating activities


(50,110)

(260,031)

(526,004)

 

 

 



Financing activities


 



Issue of ordinary shares


-

-

-

Costs of share issue


-

-

-

Proceeds from new borrowings


36,308

184,693

184,693

Net cash flow from financing activities


36,308

184,693

184,693

Net Increase in cash and cash equivalents in the period


(13,802)

(53,718)

(115,309)

 


 



Cash and cash equivalents at the beginning of the period


20,421

138,142

138,142

Restricted cash held on deposits


125,000

125,000

125,000

Total cash and cash equivalents at the beginning of the period, including restricted cash


145,421

263,142

263,142

 


 



Effect of the translation of cash balances into presentation currency


308

(10,556)

(2,412)

Cash and cash equivalents at the end of the period


6,927

73,868

20,421

Restricted cash held on deposits


125,000

125,000

125,000

Total cash and cash equivalents at the end of the period, including restricted cash

 

131,927

198,868

145,421

 

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

 

 

The Company was incorporated and registered in England and a public limited company. The Company's registered number is 09976843 and its registered office is at Salisubry House, London Wall, EC2M 5PS. On 4 October 2017, the Company's shares were admitted to the Official List (by way of Standard Listing) and to trading on the London Stock Exchange's Main Market.

 

With effect from admission, the Company has been subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority) to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules. 

The principal activity of the Company is that of a holding company for its subsidiaries, as well as performing all administrative, corporate finance, strategic and governance functions of the Group. The Company's investments comprise of subsidiaries operating in the natural gas sector.

The Company has the following subsidiary undertakings: 

 

Name

Country of incorporation

Issued capital

Proportion held by Group at reporting date

Activity

Coos Bay Energy, LLC

USA

Membership interests

100%

Holding company

Westport Energy Acquisitions, Inc.

USA

Shares

100%

Holding company

Westport Energy, LLC

USA

Membership interests

100%

Oil and gas exploration

 

More information on the individual group companies and timing of their acquisition is presented in the Company's audited consolidated financial information and notes thereto for the year ended 31 December 2022.

 

2.  Accounting policies

The Group Financial statements are presented in US Dollars.

 

Basis of preparation

 

The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by the EU ("IFRS") and the requirements of the Companies Act applicable to companies reporting under IFRS.

 

The preparation of the Group financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Group's accounting policies. The Group's accounting policies as well as the areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed in the audited annual report for the year ended 31 December 2022 and are available on the Group's website.

 

In the opinion of the management, the interim unaudited consolidated financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information. The interim unaudited consolidated financial information should be read in conjunction with the Company's audited financial statements and notes for the year ended 31 December 2022.

 

Going concern

The Group financial statements have been prepared on a going concern basis as the Directors have assessed the Group's ability to continue in operational existence for the foreseeable future. The Directors note that the Group has no source of revenue and will require additional funding to continue operations, and that there remains no guarantee that such funding will be secured or made available.  Currently, the Company's operations are being financed by third party loans.  The Group remains reliant on the continuing support from its lenders and shareholders and the expected support of future shareholders and there remains a material uncertainty as to the Group's ability to continue as a going concern.  The Group financial statements currently do not include the adjustments that would result if the Group were not to continue as a going concern.

 

Basis of consolidation

 

The consolidated financial statements of the Group incorporate the financial statements of the Company and entities controlled by the Company, its subsidiaries. More information on the individual group companies, details and timing of their acquisition is presented in the Company's audited consolidated financial information and notes thereto for the year ended 31 December 2022.

 

At the time of its acquisition by the Company, Coos Bay Energy, LLC consisted of Coos Bay Energy, LLC and its wholly owned US Group. It is the Directors' opinion that the Company at the date of acquisition of Coos Bay Energy, LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition is outside on the IFRS 3 scope. Where a party to an acquisition fails to satisfy the definition of a business, as defined by IFRS 3, management have decided to adopt a "merger accounting" method of consolidation as the most relevant method to be used.

The Group consistently applies it to all similar transactions in the following way:

- the acquired assets and liabilities are recorded at their existing carrying values rather than at fair value;

- no goodwill is recorded;

- all intra-group transactions, balances and unrealised gains and losses on transactions are eliminated from the beginning of the first comparative period or inception, whichever is earlier;

- comparative periods are restated from the beginning of the earliest comparative period presented based on the assumption that the companies have always been together;

- all the pre-acquisition accumulated losses of the legal acquire are assumed by the Group as if the companies have always been together;

- all the share capital and membership capital contributions of all the companies included into the legal acquiree sub-group less the Company's cost of investment into these companies are included into the merger reserve; and

- the Company's called up share capital is restated at the preceding reporting date to reflect the value of the new shares that would have been issued to acquire the merged company had the merger taken place at the first day of the comparative period. Where new shares have been issued during the current period that increased net assets (other than as consideration for the merger), these are recorded from their actual date of issue and are not included in the comparative statement of financial position.

The results and cash flows of all the combining entities were brought into the financial statements of the combined entity from the beginning of the financial year in which the combination occurred, adjusted so as to achieve uniformity of accounting policies. The comparative information was restated by including the total comprehensive income for all the combining entities for the previous reporting period and their statement of financial position for the previous reporting date, adjusted as necessary to achieve uniformity of accounting policies. 

 

At 30 June 2023, 30 June 2022 and 31 December 2022, the group results include the results of Curzon Energy Plc, Coos Bay Energy, LLC, Westport Energy Acquisitions, Inc. and Westport Energy, LLC.

 

2.   Segmental analysis

In the opinion of the directors, the Group is primarily organised into a single operating segment. This is consistent with the Group's internal reporting to the chief operating decision maker.  Separate segmental disclosures have therefore not been included.

 

3.   Loss per share

The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue.  Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.

 

The following reflects the loss and share data used in the basic and diluted loss per share computations:

 

 

For six months
ended
30 June 2023
Unaudited

For six months
ended
30 June 2022
Unaudited

For year
ended
31 December 2022
Audited





Loss after tax (US$)

(367,719)

(408,242)

(701,093)

Weighted average number of ordinary shares of £0.0001 in issue

99,639,565

99,639,565

99,639,565

Effect of dilutive options and warrants

 


-

Weighted average number of ordinary shares of £0.01 in issue inclusive of outstanding dilutive options and warrants

99,639,565

99,639,565

99,639,565

Loss per share - basic and fully diluted (US$)

(0.004)

(0.004)

(0.007)

 

At 30 June 2023, 31 December 2022 and 30 June 2022 the effect of all potentially dilutive instruments was anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation. Options and warrants, that could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS for the periods presented:

 


For six months
ended
30 June 2023
Unaudited

For six months
ended
30 June 2022
Unaudited

For year
ended
31 December 2022
Audited

Share options granted to employees - fully vested at the end of the respective period

 

280,854 

 

Warrants given to shareholders as a part of placing equity instruments - fully vested at the end of the respective period

 

 

-

17,606,594

 

 

18,606,594

Total instruments fully vested

-

17,887,448

18,606,594

Total number of instruments and potentially issuable instruments (vested and not vested) not included into the fully diluted EPS calculation

 

 

-

17,887,448

 

 

18,606,594

 

4.      Share capital

Issued equity share capital


At 30 June 2023
Unaudited

At 30 June 2022
Unaudited

At 31 December 2022
Audited


Number

US$

Number

US$

Number

US$

Issued and fully paid







Existing Ordinary Shares of £0.01 each

-

-

-

-

-

-

After subdivision*:

 

 

 

 

 

 

New Ordinary shares of £0.0001 each

99,639,565

13,124

99,639,565

13,124

99,639,565

13,124

Deferred Shares of £0.0099 each

83,032,972

1,092,423

83,032,972

1,092,423

83,032,972

1,092,422

Total Share Capital, US$

 

1,105,547


1,105,547


1,105,547

 

*On 6 May 2020, the Company's shareholders approved the subdivision and re-designation of the 83,032,971 Existing Ordinary Shares ("Existing Ordinary Shares") of £0.01 each in the capital of the Company into (i) 83,032,971 New Ordinary Shares ("New Ordinary Shares") of £0.0001 each and (ii) 83,032,971 Deferred Shares ("Deferred Shares") of £0.0099 each in the capital of the Company, and to amend the Company's Articles of Association accordingly.

 

Each New Ordinary Share carries the same rights in all respects under the amended Articles of Association as each Existing Ordinary Share did under the existing Articles of Association, including the rights in respect of voting and the entitlement to receive dividends. Each Deferred Share carries no rights and is deemed effectively valueless.

 

Warrants

There are no further warrants in issue as at 30 June 2023.

 

5.   Administrative expenses

 


For six months
ended
30 June 2023
Unaudited
US$

For six months
ended
30 June 2022
Unaudited
US$

For year
ended
31 December 2022
Audited
US$






Staff costs


 



Directors' salaries


120,001

128,625

243,644

Consultants


13,292

15,514

26,239

Employer's NI


10,191

7,282

17,243

Professional services


 



Accounting, audit & taxation


40,616

45,390

89,220

Legal


5,317

4,512

4,702

Marketing


182

2,668

14,816

Other


-

-

-

Regulatory compliance


34,361

29,521

2,349

Standard Listing Regulatory Costs


-

-

-

Travel


25

12,840

12,310

Business development


-

-

-

Office and Admin


 



General


18,609

23,583

32,865

IT related costs


281

1,792

2,293

Mineral rights lease (outside of IFRS 16 scope)


-

-

-

Temporary storage and office rent


10,053

17,684

27,406

Insurance


19,725

18,588

36,271

Total administrative costs

 

272,656

307,999

509,358







 



 

6.     Restricted Cash

Restricted cash of US$125,000 comprises funds held as collateral to support stand-by letters of credit related to the Group's oil and gas properties. The letters of credit secure the reclamation obligations under the leases and state law. The cash can be taken by Umpqua Bank in the event the letters of credit are drawn on by the State of Oregon, Department of Geology & Mineral Industries (DOGAMI). The cash is held in the form of a Certificate of Deposit. In 2022, the Group recognised a provision for reclamation obligations equivalent to the entire restricted cash balance in recognition of the fact that recovery of these funds may only be possible following completion of reclamation work on these oil and gas properties. This provision has been offset against the restricted cash balance as permitted by IAS 32.

7.   Borrowings

The following loans from third parties were outstanding during the six months ended 30 June 2023. Details of the notes are disclosed in the table below:

 

 

Origination date

Contractual settlement date

Loan value in original currency (principal)

Annual interest rate

Security







C4 Energy Ltd

22 Sept 2017

Conversion/Repayment at RTO date

$200,000

15%

unsecured

Bruce Edwards

1 Sep 2017

 

Conversion at RTO date

$100,000

15%

unsecured

 

HNW Investor Group

1 July 2019

Conversion/Repayment at RTO date

£263,265

13%

100% interest in Coos Bay LLC

 

Sun Seven Stars Investment Group ("SSSIG")

13 Mar 2020

Conversion/Repayment at RTO date

£260,000

10%

unsecured

 

 

Technology Metals ("TM2")

19 April 2023

Conversion/Repayment at RTO date

£27,500

10%

unsecured

Poseidon Plastics Limited ("PPL")

2 February 2021

Conversion/Repayment at RTO date

£590,000

10%

unsecured

 

 

No interim payments are required under the promissory notes, as the payment terms require the original principal amount of each note, and all accrued interest thereon, to be paid in single lump payments on the respective contractual settlement dates.

 

 

30 June 2023
Unaudited
US$

30 June 2022
Unaudited
US$

31 December 2022
Audited
US$


 



At the beginning of the period

2,133,832

1,935,919

1,935,919

Received during the year

36,308

197,885

184,693

Interest accrued during the period

95,571

97,065

190,175

Exchange rate differences

78,696

(179,608)

(176,995)

At the end of the period

2,344,407

2,051,261

2,133,832

 

For further information please contact:


 


Curzon Energy Plc

 

Scott Kaintz

 

www.curzonenergy.com

 

Development@Curzonenergy.com

 


 

 

 

 

 

 

 

 

 

 

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